Backstage
by bodiechan
Summary: AU fic. The gang is in a private high school in New York, and Leo is head-over-heels for Ulla, the new foreign exchange student. So when Ulla signs up to star in the school musical, Leo is right behind her. And who knows? He might even make a new friend.
1. Chapter 1

**NOTE: My friend Christie (xxakatsukiloverxx) inspired me, once again, for the idea that sparked this fic. In all her free time at camp, she was writing this ridiculously long, complex outline for an AU **_**Naruto**_** fanfic, which made me desperately want to write some kind of alternate universe myself. Slowly, "Backstage" was born, and I made an outline myself—well, it was really more like a list of bullet points, each one an event that would move along the story, and it wasn't nearly as long or grand as Christie's (or as color-coded). In the end, I was very happy with my plot, and by the fact that I finally had a good idea for **_**Producers**_** fanfic. I just never did anything with it. I think it was Marzy's (PhantomBialystock's) request for **_**Producers **_**crack couples that sparked me actually starting the fic, because I ended up mentioning my beloved Ulla/Franz pairing in response. Ulla/Franz reminded me of their friendship in "Backstage," and out of boredom and sudden inspiration I decided to type it up. I was also greatly inspired to continue this by the arrival of **_**The Producers: How We Did It**_** in the mail. Hope you enjoy!**

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CHAPTER ONE

_"I wanna be a producer and drive those chorus girls insane!"_

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"Oh my God, have you seen the new foreign exchange student?"

"I think that new girl's name is Ursula or something. Isn't she so pretty?"

"Whoa, hot mama! Did you see that? That gorgeous babe over there just _winked_ at me!"

Her name, in fact, was Ulla Swanson and she was, in fact, a foreign exchange student from the beautiful country of Sweden. She was busty, blonde, and visually stunning in every way imaginable, and apparently she was one hell of a dancer. Needless to say, she had every boy at her new American high school swooning over her in seconds. From the very first step she took into the building, Ulla made it clear that she was the kind of girl who never belonged to just one man. She somehow managed top grades in everything while spending each night out with a different male member of the student body. But for a long-term relationship, Ulla had made it quite apparent that she was not for sale, no matter what the price being paid.

Leo Bloom was head-over-heels for her, naturally.

Leo was a junior at a private high school in New York City, just like Ulla and most of the other guys drooling over her. Leo was an average-looking boy with pale brown hair and a tendency to overreact to things. In the sixteen years that made up his lifetime, he'd never had a girlfriend, nor had a girl ever express any tiny scrap of interest in him at all. Leo mostly hung out with Roger De Bris, the boy who had been his best friend since elementary school. Roger was loud, pushy, flamboyant, and sometimes bizarre. As far as Leo knew, Roger had never had a girlfriend either, but then, Roger had never seemed to fall for any girls at _all_—Leo, despite his pathetic love life, at least suffered from crushes fairly often.

Roger and Leo had come together in the first place because Leo was the only one who would stand for drama queen Roger's rants and take in every word. On the flip side, Roger was the only one who could watch Leo burst into tears about nothing at all without making a rude comment. The two were a perfectly balanced pair: the talkative, boisterous, assuredly different boy and his quiet, shy, unobtrusive best friend. However, with a personality like Roger's, it was only natural that he should steal the spotlight eventually, leaving Leo in the shadows, trailing Roger around like a wannabe or a sidekick. It had always suited Leo in the past.

But for the first time in his life, Leo didn't want to be just known as "Roger's best friend." Because if Ulla was going to pick a boy, it was going to be one that stood out from the masses. Leo had never felt this strongly about a girl before. He had never felt this strongly about _anything_. Even though in the past he had always cowered behind Roger's back, for Ulla, Leo wanted to shine.

It was a chilly Thursday in January, when Ulla had been in New York for a little over two months, and sign-ups were being posted for the high school musical auditions. This year's play was something special, having been written entirely by the school's very own Franz Liebkind, another junior. Franz had surprisingly become a fast friend of Ulla's, considering he understood the whole "just moved to America" thing. The Liebkinds had arrived in New York from Germany just three years ago, when Franz was not quite fourteen. His English was excellent—better than Ulla's broken phrasing, certainly—but his mannerisms sometimes seemed rather odd to his American classmates. Franz was fascinated by World War II and the Nazi Party, so it was no surprise to anyone that this was the subject of his play. Apparently his great-grandfather had been high up in the German army during the war, but even so, Franz's obsession was just the tiniest bit disturbing. Besides having the foreign thing in common, no one could tell why someone magical like Ulla would ever want to hang out with a peculiar boy like Franz.

But when "Springtime for Hitler" was announced as the school play, Ulla was the first to sign up to audition. And Leo was right behind her, longing for an excuse to stare.

"BLOOM!"

The boy in question turned around to see his long-standing best friend waving a hand wildly through the air. Leo blinked, tearing his gaze away reluctantly from Ulla's name on the audition timetables. For one bizarre, fleeting moment, he had been sorely tempted to add his name as well, if only to be around Ulla as much as possible. Play practice met several times a week, after all. Maybe through the musical she and Leo would become friends, and then best friends, and eventually it would lead to something… else.

But Leo wasn't an actor. Maybe he could ask Mr. Loren, the director, about stage crew? Leo liked Mr. Loren. He was sure the director would understand about Ulla if he explained his situation properly.

"There you are, Bloom! Didn't you hear me calling? I've only been searching all over the school for you!" Roger strutted forward and shook his head with a theatrical sigh. "Bloom, Bloom, Bloom. What are we going to do with you?" he asked dramatically. "Your head has been up in the clouds for days!" Roger tutted in disapproval as Leo attempted to regain his bearings. "Honestly, one would think you'd tell me what was wrong, darling. We've known each other for ten years, after all! If not me, whom _can_ you trust?"

Leo groaned under his breath. He loved Roger like a brother, but sometimes he could be far from sympathetic. "Roger, do you ever… um…" This was going to come out sounding strange and Leo knew it. He took a deep breath in to steady himself before continuing. "Do you ever think about _girls_?" he blurted, blushing furiously as an image of Ulla, dazzling as ever, penetrated his mind.

To Leo's dismay, Roger gave his red face a very blank look. "Girls?" he asked incredulously, as if he'd never before heard the word. "Whatever do you mean, Bloom?"

Of course Roger wouldn't understand. Roger never showed interest in anyone but himself, whether they be male _or_ female. Leo nodded, although he knew by now that this discussion was a far-lost cause. "Like in a boyfriend-girlfriend way," he clarified in a small voice.

Roger merely continued to stare. Leo let out a sigh of exasperation. "Never mind, Roger." He turned regretfully from the audition sign-up sheet and stepped dejectedly towards his friend. But Roger, suddenly noticing the piece of paper on the wall that had held Leo so enraptured, craned his neck for a glimpse of it himself. Suddenly Roger let out a wild yelp of glee, making Leo jump half a foot into the air. Leo was a terrible athlete, probably the slowest runner in their class, but when he was startled, he could jump like no one's business.

"Oh, but I haven't told you yet, darling!" Roger cried enthusiastically, clapping his hands together at this sudden recollection. Without waiting for a response from Leo, which was no surprise considering he never did, Roger excitedly pressed on, "I've been made assistant director of 'Springtime for Hitler'! Isn't that _marvelous_?"

Even _Roger _would be spending more time with Ulla than Leo would! And Roger didn't even care about girls! Leo wanted to scream to the skies that that everything in his life right now was horribly unfair, but somehow he didn't think Roger would appreciate it very much. "What?" Leo asked, trying greatly to sound like he cared.

Roger positively beamed. "Mr. Loren decided that he would let me help him direct the musical this year. Oh, Bloom, darling Bloom!" He let out a long, wistful sigh that was reminiscent of a young girl in love. "Can't you just see it someday? My name up in lights—Roger De Bris, renowned theatrical director!"

Starry-eyed Roger, expecting nothing but pride and praise from Leo's end, received something of a slap in the face from his best friend's reaction. "Can I help too?" Leo blurted at once, thinking of Ulla and not of the fact that he knew nothing whatsoever about how to direct a play. He loved musicals, sure—he had plenty of cast albums on his iPod, and he had ticket stubs from every show he'd ever been to in a little keepsake box in his room. But directing a musical himself? Bossing everyone around was Roger's thing, not Leo's.

Once again Roger stared, hurt and confused by Leo's lack of support. "Uh, not with directing. I'd be no good at that," Leo spluttered, trying nervously to fix things, which had never been his specialty. Leo was much better at causing things to fall apart. "But I'm very good at math. Maybe I could work in ticket sales and help with the play's budget and things."

"Ah, I see." Roger smiled as he realized that Leo wasn't looking to steal his limelight—a money manager was a much smaller, much more subdued light than that of the assistant director. He put his arm around the smaller boy in what he thought to be a comforting manner, but was really somewhat invasive. "I'll talk to Mr. Loren about it, all right, Bloom? I'm sure he'll say yes, but then again, you never know with those theater types!" Roger let out a low, booming laugh at his own joke.

Leo nodded numbly. He had no idea what ticket sales entailed, except for one modest thing: Ulla Swanson. And that single thing was good enough to make up for whatever bad the job would bring to his life. "Thanks, Roger," Leo breathed. "I owe you one."

Roger grinned. "No problem, darling. After all, what are friends for?"

Leo wasn't listening. He had just noticed a certain blonde girl strutting down the hall, and to not stare at her he needed to use every ounce of his mental processing. _Ulla Swanson, here I come_, Leo thought with a frightened gulp. _Whether you know it or not, very soon you and I are going to be thrown together._

————

Two weeks later, Leo arrived at school to see a horde of students crowding around the notice board in the hallway. Since Roger was at the head of the throng, Leo jogged over and stood at the group's edge, craning his neck to try and catch a glimpse of whatever they were looking at. However, Leo could see nothing but a sea of teenage heads, and he was too shy to shove his way through them like Roger had probably done. Instead he glanced meekly around at the students gathered, and his heart did a somersault when he noticed Ulla chatting it up with Franz Liebkind. Leo couldn't help but listen in; Ulla's giggly Swedish accent was almost as attractive as her face… and her figure.

"I told you zat you vere perfect for zis role!" the German boy was telling her loudly, shaking his fist through the air. "Herr Loren agreed as soon as he saw your audition zat you vere!"

"Ulla is happy Franz thinks so," Ulla said with a perfect little laugh. Leo felt woozy at the sound of it. She was _so_ adorable! "Ulla vill try hard to make Franz proud."

"Zat is ze spirit ze Führer loved!" Franz exclaimed emphatically. "You are going to be incredible!"

Ulla beamed in response.

Leo's head was reeling at the sight of his favorite girl's smile, but he managed to take in the significance of this conversation. _Ulla got the part. Ulla is going to be at play practice for the next few weeks, and I'm going to be there too working with the budget. Ulla and I are going to spend time together!_ Leo's heart positively burst from the excitement of it all. He wanted desperately to share this glee with someone, but Roger would never understand the way he felt about girls. Maybe the musical would be good for something other than getting to know Ulla, Leo couldn't help but dream. Maybe he would make some new friends as well. Was it too much to hope for, a beautiful girl _and _some kind and loving companions?

"Ohmygawd, can you believe it? Ben Oswald got the part of Hitler! He's sooooo gorgeous; he'll be just _perfect_ for the role, and such a delight to the eyes! Don't you think so, Maxy, dear?"

One voice, easily the loudest in the group, drowned out the rest of Ulla and Franz's conversation, and Leo was forced to reluctantly cease eavesdropping due to the fact that this voice was all he could hear. Instead he turned his eyes to the source of this excitable, high-pitched monologue and almost fell over backwards. Instead of a bubbly teenage girl being the one who had remarked about Ben's good looks, it was a thin junior boy with short-cropped brown hair, wearing a skin-tight black shirt and pants. He was chattering on and on to another boy, one who was a bit on the chubby side yet dressed more normally than his friend. Leo couldn't help but stare at the strange sight presented by the feminine boy, but perhaps he was for too long, for the normal friend caught sight of Leo looking.

"Oy! You over there," the chubby boy called loudly, his eyes narrowed. "What do you think you're looking at?"

"N-nothing," Leo stammered, averting his gaze as a warm blush crept up his cheeks. The last thing he wanted right now was a fight, and Chubby Boy, still glowering, didn't seem too happy with him at the moment. Even if Chubby Boy hadn't the faintest idea how to fight, he could probably crush Leo like a twig just by knocking him over and sitting on him. Of course, it would never even dawn on Leo to do something as daring as to fight back.

"Don't be so harsh, Max, darling. Perhaps he was fawning over my good looks," the girly boy persuaded, taking his chubby friend's arm in both of his. "Perhaps he just couldn't keep his eyes off of me. Did you ever think of that?" Leo dared to look up once more, this time out of shock. The feminine boy was holding Chubby Boy back, even though the scowling Chubby Boy was probably twice his size. And what was that Girly Boy had said about… fawning over good looks? He didn't mean _Leo_… did he?

Girly Boy let go of his friend and danced over to Leo's side. "Allow me to introduce myself," he said with a smile. "I am Carmen Ghia, official head of stage crew for the high school musical." He held out his hand jauntily as his eyes sparkled like diamonds. All Leo could think, however, was, _What mother in their right mind would name their son "Carmen"?_ Chubby Boy was still sending Leo furious looks from across the hall.

"I'm Leo Bloom," Leo told Girly Boy, trying to block out his many invasive thoughts and focus on the person before him. He gave Girly Boy's—Carmen's—hand a shake, and was surprised by the other boy's exceptionally strong grip. From Carmen's looks alone, Leo would have taken him for a weakling, like himself. Perhaps there really was more to Carmen than met the eye. "I'm, um, working with the play's budget. Money stuff."

"Excellent!" Carmen let out a shrill, high-pitched laugh. If there had been any doubt about his feminine status, all uncertainty was instantly resolved by his laughter. Leo wondered vaguely if glass was breaking anywhere in the school from the sound of it. "Then we'll see each other a lot in the days to come, yes?"

"I guess so." Leo managed a meek smile. This boy, though bizarre, seemed nice enough. And anyway, with years of hanging out with Roger under his belt, Leo was used to bizarre. Chubby Boy gave him the finger.

Carmen noticed Leo's eyes on Chubby Boy and beamed. "Oh, and I see you've met my friend?" Carmen beckoned for the other boy to come forward, and to Leo's horror, he complied. "This is Max Bialystock, my B.F.F.!" Carmen exclaimed. "He'll be working backstage with me, so you two will see a lot of each other as well! Maxy, this is Leo Bloom, the musical's money manager. Ooh, what alliteration!" Carmen let out another womanly laugh, but Max's face betrayed no emotion.

_Oh, please, no._ Leo sucked in an anxious breath of air. _What good is going out of my way to be around Ulla when Chubby Boy's going to kill me before I even get the chance to talk to her?_

But instead of pulling out a knife and using Leo as its sharpener, Max gruffly stuck his hand forward and gave a very twisted smile. "Nice to meet you, Bloom," he said formally, sarcasm glinting in his eyes.

Leo got his message at once. _He's pretending to be friendly so that Carmen won't think him rude, but deep down he really hates my guts._ Though frightened to the core, Leo knew that Max wouldn't try anything with Carmen watching. So he decided to be brave for once and took Max's hand. "Same to you, Bialystock."

"Wonderful!" Carmen grinned at this apparent truce. Then he turned to his old friend with a slightly more serious air. "Maxy, darling, homeroom is starting in exactly two point four minutes. We should probably get going, don't you think?"

"Yeah, probably," Max grunted, his eyes on Leo all the while. Leo was too scared to move. Max's eyes narrowed in dislike, and Leo shivered, which had nothing to do with the cold January air. After a moment of this silent exchange, Max pulled his eyes back to Carmen and replied, "Yeah, let's go."

The two boys—one flamboyant yet kind, one normal yet livid with hatred—escaped in the direction of Mrs. Jean's homeroom. Leo stayed behind for a moment, exhaling in relief that Max hadn't done anything worse. The crowd had thinned a bit by now, considering homeroom was beginning so soon, so Leo was able to gently push his way through the other students to see the cast list. Indeed, Ulla was cast as the leading female role, and a senior named Ben Oswald was playing Adolf Hitler. Near the bottom of the page, those on stage crew were listed, starting with their leader, Carmen Ghia. Leo caught sight of the name Max Bialystock somewhere near the end. After stage crew, a note was written stating that Roger De Bris would be the play's assistant director this year. And way down at the very bottom of the page, printed in letters almost too tiny to see, were the words "money manager," followed by the name Leo Bloom.

_I'm in. I can't go back on it now. I'm going to do this!_

Just the thought made Leo a bit queasy inside. _I have to face Chubby Boy's loathing every day now, but I'll be with Ulla too, and that's all that matters._

"Bloom! I see you've finally found the cast list!" Leo twirled around to find a smug-looking Roger standing a foot away, sweeping his arms through the air in huge gestures. "Did you see my name, big and bold? 'Assistant director: Roger De Bris'!"

"Yeah," Leo replied timidly. "My name's on there too." _Money manager: Leo Bloom!_ He tried to imitate Roger's dramatic voice in his head, but somehow it just didn't sound as grand as when Roger did it for his own position.

"Indeed it is, Bloom, my boy." Roger chuckled and put his arm around his friend. "Let's go on to homeroom, shall we?"

Across the hallway, Franz was shouting in a prominent German accent, and Ulla was giggling and steadying herself by clinging to Franz's shoulder. Leo's heart did a trapeze routine just thinking about it. _Are Ulla and Franz…?_ he couldn't help but wonder. _No, Leo Bloom, don't even think about it. Ulla said she doesn't have a boyfriend, remember? Franz is just her friend. Ulla and Franz are just friends. Okay?_ He allowed himself a shaky smile. _The only boyfriend Ulla's going to have is you, after all!_

"Bloom?" Roger inquired softly, which wasn't all that soft. Roger's whisper was about as loud as Leo's scream. "Shall we go to homeroom?"

Actually, Leo knew he'd rather stay and stare at Ulla some more than wait around for homeroom to start. They still had two point four minutes, after all, if Carmen was to be trusted. But how could he ever explain that to Roger? It was best not to keep his best friend waiting, especially without an apparent reason. "Sure, Roger," Leo agreed with a very fake smile.

Roger returned it with a self-assured smirk. "And so, off we go, darling!"

And so, off they went.


	2. Chapter 2

CHAPTER TWO

"_That face, that face, that dangerous face…"_

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Leo arrived twenty minutes early to the first rehearsal, hoping against hope that he wouldn't get there late. He wasn't disappointed—he was the first student to arrive in the theater. Only Mr. Loren was present, sitting at a small table near the stage, scribbling down notes on Franz's long, typed-up script. Leo cleared his throat loudly, and Mr. Loren looked up with a shocked expression that soon faded to kindness.

"Bloom, you're early," the director said with a smile. "What brings you to the theater at this hour?"

Leo shrugged, slightly embarrassed. _I shouldn't have come so early. I should have been right on time. What if Ulla comes next? Then the two of us will be alone together, and what am I supposed to say to her?_ "I didn't want to be late," he mumbled. "I hate being late."

"A wise decision," Mr. Loren agreed. "I always knew you were a good kid, Bloom."

Leo flushed with color at this praise from the director. _I'm a good kid? Since when?_ "Thank you, Mr. Loren," he choked.

"You're welcome, Bloom." With a sigh of resignation, Mr. Loren settled back down to editing the script. More to himself than Leo, he muttered as he went along, "Don't know why I let this get through… don't know why I let him write this piece of… don't know how the parents won't complain…"

"Mr. Loren?" inquired Leo innocently.

Mr. Loren met his student's gaze. Behind his glasses, the director's eyes were fierce. "Liebkind's play is a love letter to Hitler," he spat. "If I don't censor it heavily, every parent in the school community will be shocked, and they'll refuse to pay their tuition. I don't know why I ever let Liebkind write this crap in the first place."

Leo was shocked by his teacher's words. An adult had never spoken this way to him before, with so much honesty and trust. And he'd certainly never heard a teacher use the word "crap" before. He didn't quite know what to do, so he said the only thing he could think of that wasn't likely to upset Mr. Loren. "Franz is very obsessed with Hitler."

"Now they tell me," Mr. Loren groaned, rolling his eyes at Leo with a smile. Leo was, frankly, disconcerted. Mr. Loren was treating him like an equal, like someone of his own age instead of someone thirty years younger. He was treating Leo like a friend. Leo wasn't used to being treated as a friend by anyone but Roger, and even hanging out with Roger was a far cry from most people's friendships.

"I'm going to have to change half the lines in the play and rewrite the ending," Mr. Loren continued in a more businesslike fashion. "Do you know, Liebkind has the Germans winning the war? It's _ridiculous_!"

As a Jew, the idea of Hitler and Nazis had always frightened Leo, and the idea of them winning the war was even scarier. "That does sound ridiculous," he agreed. And then he was struck with a small idea, so he couldn't help but add, "You could always keep the ending and then just add something after that having the Allies sneak up on them and beat them at the last minute. It would save a lot of editing, I mean."

Mr. Loren gave him a strange look. Leo was sure he'd spoken out of line and shifted uncomfortably where he stood. But after the pause, Mr. Loren said the last thing he'd been expecting. "How would you like to help me rewrite the script, Bloom?"

Totally thrown off-guard, Leo spluttered, "_What?_"

"I understand if you don't want to," Mr. Loren told him hurriedly. "I mean, we would have to do it during rehearsal time, so you'd have to go to almost all of the rehearsals when now you're probably only planning to come to one or two to work with the budget, so if you can't make it I—"

"No, I want to do it," Leo blurted before his teacher could finish. More rehearsals. More time spent on the play. That meant more time spent with Ulla! To justify his excitement, he added, "Roger De Bris is my best friend, so I'm glad to come to more rehearsals because I can hang out with him." _Ulla Ulla Ulla Ulla Ulla!_

Mr. Loren surveyed him for a fraction of a second, considering things. Was that pity in his eyes? But why? Leo had just said he'd had a best friend. Plenty of people didn't have any friends, so even if Roger wasn't the ideal companion, Leo was lucky to have anyone, right?

"Of course," Mr. Loren concluded with a smile. "I'll print you off a rehearsal schedule, all right, Bloom?" And then he beckoned Leo forward and held out his hand. "We're partners in this, through and through."

Leo nervously stuck out his hand and shook.

Everyone else arrived at the theater at around the same time in one big rush, so Leo wasn't left alone with one other person after all. Roger flounced down the isle and started babbling away to him. Carmen danced up to Mr. Loren with the grace of a ballerina, and the scowling Max puffed after him. Ulla and Franz entered together, jabbering away in their accents and making Leo's heart do somersaults because he had never seen anything so beautiful as Ulla at that very moment. He wanted to run over, grab her hand, pull her away from Franz, and shout with ultimate glee that he was now coming to every rehearsal and would be with her for hours and hours every single day.

But he didn't. He settled instead for gazing dreamily after her all through Mr. Loren's speech. He was so immersed in Ulla's figure and her face and her hair that he barely noticed when Mr. Loren ordered everyone to sit in a circle on the stage and introduce themselves. It was only when Roger, sitting directly his right, proclaimed himself "Roger De Bris, assistant director" in his unmistakable affected tone that Leo realized he was expected to go next.

"I'm Leopold Bloom," he managed to make out, his voice quavering with nervousness. Thirty people were staring at him with wide eyes, waiting to hear his name. But the only one he could see was Ulla. And she was smiling at him, which, while flattering, was not making it easy to speak. "Um, I go by Leo, but most people just call me Bloom. I'm working with money managing and budget things, and I'm helping Mr. Loren to rewrite the script. Um, yeah."

The boy on his right, a gangly sophomore named Rick, was introducing himself now, but Leo's attention was transfixed across the circle. Franz Liebkind, having heard the bit about rewriting his precious script, was glaring at Leo with the intensity Leo had only seen on one other human being: Max Bialystock. But, while an angry Franz was frightening, what was more immediately gripping was the gorgeous blonde to Franz's left.

Ulla wasn't watching Rick's introduction. Ulla was still looking at Leo. And she was still smiling.

And then she raised her beautiful arm and gave a tiny wave in his direction.

Leo would have fainted then and there if Ulla's reaction hadn't merited a response. Slowly but surely, he raised his trembling arm to return the wave.

Ulla giggled to herself. Franz looked positively livid. Leo was on top of the world.

————

The first rehearsal was over. The cast had read through the script, added some changes made by Mr. Loren and Leo alike, and then filed out through the theater doors to begin learning lines at home. Leo, as always, had lagged behind to stare at Ulla, who was asking Mr. Loren something about her song. But for once, he wasn't the only one taking his sweet time departing.

As soon as Mr. Loren had dismissed the group, Carmen Ghia had found his way over to Roger and introduced himself in his usual bizarre fashion. But instead of being disturbed and turned off by Carmen's mannerisms, Roger had enthusiastically started up a lively conversation about both of their favorite thing: musical theater. Apparently, both Carmen and Roger were completely obsessed with the idea that all musicals should be light and happy instead of the depressing plays of today. Leo could tell at once that they were two of a kind. Even though all his eyes were fixated on Ulla, his heart was hoping numbly that Roger wouldn't decide to hang out with Carmen more often and leave Leo behind.

Across the hall, Max stood moodily off to the side, waiting for Carmen to finish talking. Leo felt somewhat sorry for him—after all, it seemed like Carmen was his only friend, which put Max in a similar situation to Leo himself. Leo's pity went so far that he almost considered going over and saying hello. But that was ridiculous, he reminded himself. Wasn't it Max who had wanted to kill him just days earlier? But still, he looked so sad and lonely, and if Carmen and Roger were going to start hanging out, then logically shouldn't he and Max?

However, all thoughts of Carmen and Roger and Max and friendship were wiped from Leo's mind as Ulla finished talking with Mr. Loren. Because instead of heading out the door, she was heading straight for Leo.

"Hello, Bloom," she piped excitedly, her accent as adorable as ever. Leo could hardly believe his eyes. Ulla Swanson was talking to him. Ulla Swanson was talking to him? Ulla Swanson was talking to him!

"Hi, Ulla," Leo managed to choke out. Why did she _want_ to talk to him, though? Why would a showstopper like Ulla ever want to talk to someone as lowly and boring as Leo?

Ulla giggled at his use of her name, and her smile grew even brighter. "Bloom wery cute," she told him matter-of-factly, as if this happened every day.

Leo literally stopped breathing. _Him_, cute? No one had ever called him cute before, not even his own mother. "U-Ulla very cute too," he stammered. Which was true, of course, if not a huge understatement. But where on earth was this going?

"Vell," Ulla said, slowly and deliberately, "maybe Ulla and Bloom hang out together sometime?"

Leo heart stopped beating. "WHAT?!" His pulse was pounding in his ears, his thoughts racing. _Could I possibly have heard her correctly? Ulla wants to hang out with me! Really?! I must be dreaming! This is impossible! But it's amazing! I have to tell Roger!_

Ulla frowned, mistaking his disbelief for displeasure. "Bloom no like Ulla?"

"NO! Bloom like Ulla!" Leo blurted, almost shouting to ensure Ulla of the truth. "Bloom like Ulla a whole lot!"

Ulla laughed and stepped closer. Leo could see every inch of her face in detail—her eyes, her lips, her nose, her chin—and each inch was beautiful. "Good, because Ulla like Bloom."

"Um…" _What does she mean, Ulla like Bloom? Does she mean Ulla like Bloom as a friend? Or does she mean Ulla LIKE Bloom… as in…_

"Vell, Ulla vill see Bloom around," Ulla said with a grin, and before Leo knew what had hit him, Ulla was out the door and Carmen and Roger had already danced off together and he was the only one left in the theater.

Leo was sure that he had just gone insane, or he was drugged, or some other strange phenomenon had just occurred that distorted his sense of perception. Because under no circumstances would Ulla Swanson ever say that she liked him and that she wanted to hang out with him. Ulla was the most popular girl in school. And what was Leo? A nobody. Why would a somebody ever fall in love with a nobody?

"I'd be careful if I were you."

Leo's head jerked around violently to find Max Bialystock, Carmen's angry friend, leaning on the piano a few feet away from him. Leo was surprised that Max was speaking to him in such a civil tone of voice. Everyone was acting out-of-character today. "I beg your pardon?" Leo asked politely.

"I said you should watch your ass," Max drawled. He exuded confidence, and Leo at once felt envious at Max's sense of worth. "You like that Swedish blonde girl, am I right?"

Face reddening, Leo nodded. He hadn't told anyone about his crush on Ulla before, but then again, it was probably pretty obvious to anyone around him. No one else had ever cared enough to notice. No one really ever noticed Leo at all, not even Roger.

"Well, I have to hand it to you," said Max lazily. "You have incredible taste. Ulla is so hot that she could set ice on fire. But listen to me," he went on, suddenly serious, his smile fading. "Ulla's hot, yes, but she's a little bitch. You know how she was all over Ben Oswald in September, and he was convinced that the two of them were going steady?"

Leo knew. Of course he knew. He remembered with clarity those horrible few months when every time he glanced over at his darling Ulla, she was entwined in that obnoxious senior boy. He hadn't known it was Ben Oswald, however. Wasn't he the boy playing Hitler? Leo made a mental note to hate him and nodded.

"Well, word has it that she cheated on Ben with about twelve other guys," Max told Leo with a chuckle. "I'd stay away from that girl if I were you. There are plenty of other women on the market that are just as gorgeous, after all. I mean, have you seen Zoe Rochester lately? Wow-wee! Hot stuff, am I right?"

"Um, yeah, I guess you are." Leo had no idea who this Zoe was, but he did know one thing about her: there was absolutely no way she could ever live up to Ulla. Leo wasn't like other guys who would lust after every hot girl they saw. Leo had never loved a girl as much as he loved Ulla, and he doubted it was going to go away any time soon. But it didn't seem wise to tell Max that.

"Your name's Bloom, right?" Max asked casually.

Leo wasn't sure how to answer that. Of course, technically, his name was Leo. But everyone—even in kindergarten—had always called him "Bloom." There was no one closer to Leo than Roger De Bris, and Roger called him "Bloom." But secretly, even though he was too meek to speak up against it, he sort of hated being referred to by his last name. It was so impersonal, so unloving, and made him feel like he was being talked down to. But he really didn't want to stir up trouble, and in the end being called by his last name wasn't really so bad. Even if he did prefer "Leo," it wasn't a battle he was willing to fight.

"Yeah," Leo agreed with a sheepish smile. "Yeah, that's my name. You're Bialystock, right?"

Max snorted. "Max," he said firmly, staring Leo down. "Calling people by their last names is stupid. You'd confuse me with my kid sister if you called us both 'Bialystock,' and God knows what trouble that would cause, because thank the lord I'm nothing like her, Leo."

_Leo. Max just called me Leo. _It was very hard to take in. It was as if Max had somehow read Leo's innermost thoughts and voiced them out loud. Even if his initial reaction had been less than ideal, Leo now took quite a liking to Max Bialystock. Max was honest, loud, and never let his opinions go unheard. Max was everything Leo wished he could be but had always been too frightened to try.

"I've always thought it was stupid too, Max," Leo agreed, and Max smiled. Leo jumped a little when he smiled. He felt something strange stirring inside him at approval from Max—it wasn't like what he felt for Ulla, exactly, but it was similar. Maybe it was friendship. Leo suddenly realized that he'd never felt any type of love towards Roger, platonic or otherwise. But just spending a minute in Max's company made him feel all warm inside. This made Leo question everything he'd ever taken for granted, and it made his head hurt. _Maybe Roger isn't the best friend in the world, and maybe I don't have to be stuck with him. Maybe, instead, I can be friends with Max! Wouldn't that be something?_

"Yeah, well. Good." Max looked away as if embarrassed, staring out at the rows and rows of empty seats before him. "'Springtime for Hitler,' huh?" he asked to make conversation.

"I can't believe Franz wrote something like that," Leo professed. "I can't believe anyone could support the Nazis. World War II was such a terrible thing!"

"Franz is a terrible boy," Max responded with a smirk. "Yet another reason why you should stay away from your darling Ulla! Believe me, Leo, you don't want to get tangled up in Franz Liebkind."

Though Leo liked Max, he felt a little pang of insult at being told who he could and couldn't hang out with. Leo loved Ulla, sure. Why was it any of Max's business? "Oh, Max, I would never get tangled up in Franz Liebkind," Leo said a bit huffily. "I don't like him very much, and frankly he kind of scares me."

Max studied Leo's face for a good moment before responding. "You hate him because he and Ulla like each other? Oy!"

This stung, because it hit home. "I'm not jealous of Franz, Max," Leo lied, slightly annoyed that Max could see through him so easily. "I just don't like him very much is all. And besides, Franz and Ulla aren't even going out. Right?" _Please say no, please say no, please say no…_

Max rolled his eyes and made no attempt to hide it. "Ulla's never 'gone out' with anyone officially, kid, but somehow she's managed to get with every member of the student body, _including_ Franz. Imagine that."

"She hasn't gotten with _everyone_, Max," Leo protested. It was true. Ulla hadn't done anything with him but exchange hellos. "Not me, and not you, and I know she hasn't gotten with Roger."

"Yeah, well." Max snorted. "What I meant was that Ulla did it with anyone who's anyone, Leo. So not me or you, since we're nobodies. And certainly not our effeminate friends."

Leo gave Max a strange look. "'Effeminate friends'? Do you mean Roger? And your friend Carmen?"

Max let out a long sigh. "Don't tell me you haven't noticed." When Leo shook his head in confusion, Max lowered his hand into his hands. "Oy. How do I explain this?"

"Explain what?" Leo asked blankly, blinking a few times. He had truly no idea where this was going. "I mean, yeah, Carmen is pretty girly, and so is Roger when you think about it, but… why does that mean they wouldn't go out with Ulla, Max? What are you trying to say?"

Max groaned to himself, but attempted an awkward smile. "Never mind, Leo. I'll tell you when you're older, all right?"

"Okay…"

Seeing Leo's discomfort, Max left his comfy position by the piano to clap a hand onto Leo's shoulder. "That's my Leo. Shall we depart then, oh friend of mine?"

"Sure," Leo replied with a nervous little smile, and as the two of them strolled from the theater and out onto the street, all Leo could think of was Max's last sentence, playing over and over again in his head.

_Oh friend of mine?_

He and Max were friends! And in that moment, it didn't matter that Roger was hanging out with Carmen or that Ulla was a slut or that Max wasn't perfect. Because nothing would ever be perfect, really. In the here and now, Max was pretty darn close, and to Leo, it was good enough.

_Friend._


End file.
